Avram Glazer entered into a definitive agreement and plan of merger to acquire Iconix Brand Group, Inc. for $47.4 million.

Avram Glazer entered into a definitive agreement and plan of merger to acquire Iconix Brand Group, Inc. (NasdaqGS:ICON) for $47.4 million on June 11, 2021. Under the terms of agreement, the transaction was an all-cash transaction that values Iconix at approximately $585 million, including net-debt. Upon the terms and subject to the conditions of the agreement, Avram will commence a tender offer to acquire all of the outstanding shares of Iconix's common stock for $3.15 per share, in cash. Shares not tendered in the offer will be acquired in a second-step merger at the same cash price as paid in the offer. Avram has obtained a debt financing commitment from Silver Point Capital. Upon completion of the transaction, Iconix will become a private company. In case of termination by Iconix, a termination fee of $1.824 million will be paid to Avram.

Closing of the transaction is conditioned upon, among other things, satisfaction of a minimum tender condition, clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and other customary closing conditions. The Iconix Board of Directors has unanimously approved the transactions contemplated by the agreement, and determined that the agreement and the transactions contemplated by the agreement, are fair to, and advisable and in the best interests of the Company and its stockholders, and recommends the Company's stockholders tender their shares in the offer. As of July 2, 2021, tender offer has been commenced. Iconix currently expects the transaction to close before the end of the third quarter of 2021. Ducera Partners LLC acted as financial advisor and Naz Zilkha of Dechert LLP acted as legal advisor to Iconix Brand Group and Latham & Watkins LLP acted as legal advisor to Avram Glazer. Ducera Partners LLC will receive as a of $3.5 million as transaction fee and $1 million will be paid on rendering its opinion. Continental Stock Transfer & Trust Company acted as Depository and Alliance Advisors LLC acted as an information agent in the tender offer. Spencer Klein of Morrison & Foerster acted as legal advisor to Ducera Securities.